WARREN – Just weeks after 9/11, Win Smith Jr. began driving north from his home in Connecticut to Sugarbush ski resort near here, which he had agreed to buy from American Ski Corp. on Sept. 10, 2001.

As he writes in his new book, “Catching Lightning in a Bottle: How Merrill Lynch Revolutionized the Financial World,” Smith had trouble falling asleep the night before he left for Vermont, because of a meeting the previous day with Stan O’Neal, the new president and eventual CEO of Merrill Lynch.

Smith’s father, who died when Smith was 11 years old, first joined Merrill Lynch right out of Amherst College in 1916, the year after Charlie Merrill and Eddie Lynch formed the company. In 1940, Smith convinced Merrill, who had left the company, to return, and together the pair came up with a new strategy of bringing Wall Street to Main Street, convincing middle America to invest in the stock market. The idea was revolutionary at the time, and established Merrill Lynch as one of the most innovative firms on Wall Street.

Following his late father into the business, Smith joined Merrill Lynch in 1974, and had a 28-year career with the firm, rising to become chairman of Merrill Lynch International, responsible for overseas business. In his role as chairman, Smith traveled constantly, visiting China alone some 30 times.

“I was on a plane most of the time,” Smith said in an interview with the Burlington Free Press. “We had operations and/or business opportunities in all the European countries, Latin America, Canada, Australia, New Zealand. Asia was very big.”

After the Berlin Wall fell in 1989, Merrill Lynch rode the wave of privatization that resulted around the world, helping privatize an oil company in Argentina, telephone companies in Peru and China, and ushering in the first Chinese company to be listed on the New York Stock Exchange in 1993, Shanghai Petrochemical.

Now, O’Neal, having removed Smith from his twin positions as chairman of Merrill Lynch International and president of the International Private Client Group, wanted him to stay on as vice chairman of Merrill Lynch & Co.

“I went into the meeting with every intention of saying yes,” Smith writes in his book.

But it was not to be. As Smith explains, Merrill Lynch had an intense, long-standing culture, based on the “Principles” of teamwork, integrity and respect that were displayed in every Merrill Lynch office in the world, and were etched into the concrete of the New York headquarters. Smith was thoroughly steeped in those principles, a connection to the father he had few memories of. To its employees, the company was known as Mother Merrill.

“Since my dad passed away when I was only 11, I never fully appreciated his leadership skills and the power of his humility,” Smith writes. “During nearly 28 years at the company, however, I came to know him better and to appreciate the principles and the culture that he and Charlie Merrill had created. I was proud to be a member of the Mother Merrill family.”

Now Smith asked O’Neal where he stood on the Principles.

“O’Neal launched into a scathing attack against ‘Mother Merrill’ — he said the words the way a sick man names his disease — and he ridiculed the Principles and the culture that had made the company revered by both its customers and its employees,” Smith writes. “As he ranted on, I grew angrier and felt my cheeks quivering and the veins throbbing in my own neck. Clearly this man cared nothing about our heritage or our prestige in the business world. Finally I interrupted him. I had heard enough. ‘Stan,’ I said, ‘thank you for your offer but I can’t work for you.’ I stood up and walked out, to the silent amazement of O’Neal.”

Hence the fitful sleep that night. Smith knew he was walking away from “many millions” in future compensation.

“But the next morning I awoke refreshed, with a sense of relief,” he writes. “I knew I had made the right decision. I looked out the window at a glorious autumn day. Every leaf looked like a flower. I got into my car and began driving north — first on Interstate 95, then on Interstate 91.”

Smith sold all of his Merrill Lynch stock, which insulated him six years later, when, in 2007, Merrill Lynch imploded in the subprime mortgage debacle and was bought by Bank of America. Smith said he endured seven-figure losses at Sugarbush for the first three years he owned it, “but at the end of the day it turned out to be a better trade than holding on to Merrill Lynch stock.”

From a high of $95 per share, Merrill Lynch sunk to a low of $3 per share after being sold, gutting the retirements of “not just rich bankers, but secretaries and clerks that had always saved and believed in Merrill Lynch,” Smith said.

The genesis of Smith’s self-published book, launched in December on Amazon.com to good reviews, was a speech he gave at the last Merrill Lynch shareholders’ meeting in New York City late in 2008.

By this time, Stan O’Neal had been allowed to retire with a severance package worth $161 million. O’Neal’s successor, John Thain, who ignited his own scandal with a $2 million makeover of his office when he took over the mortally wounded company (Smith blames underlings, not Thain), allowed Smith to say a few words.

Smith’s speech was a barnburner that brought shareholders to their feet, and resonated among Merrill Lynch-ites around the world.

“Today is not the result of the sub-prime mess or synthetic CDOs. They are the symptoms,” Smith said about halfway through his speech. “This is the story of failed leadership and the failure of a Board of Directors to understand what was happening to this great company, and its failure to take action soon enough.

“I stand here today and say ‘shame’ to both the current and the former directors who allowed this former CEO to wreak havoc on this great company. Shame on them for allowing this former CEO to consciously and openly disparage Mother Merrill, throw our founding principles down a flight of stairs, and tear out the soul of the firm.”

About a year after the speech, Smith was contacted by Bill Ecenbarger, a Pulitzer prize winning reporter for the Philadelphia Inquirer who had been hired by Merrill Lynch to write the official corporate history of the firm, but whom O’Neal had fired, deciding there was no need for a corporate history, according to Smith.

“Bill called me up and said, I saw a copy of the speech, it was terrific, you should write the real history of Merrill Lynch,” Smith said. “If you want to do that I’d be happy to work with you on it. So that was the catalyst that started it.”

It took Smith three and a half years to complete the 569-page book, a detailed accounting of Merrill Lynch’s rise and fall. Smith opens the book in Shaw, Miss., in August 1907, where the 21-year-old Charlie Merrill was playing semi-professional baseball, a center fielder who made $25 a week, the equivalent of $500 today.

“Nearly every town in America had its own ball park and its own ball team, and both were sources of considerable civic pride,” Smith writes. “The smaller the community, the greater the pride. Challenges were issued to neighboring towns, and the games became festive occasions with bands and cookouts.”

Smith’s description of Shaw’s ball field is evocative of another time, a ragged field of dreams.

“Typically the games were played on rock-studded vacant lots and in cow pastures where sometimes dried fecal matter served as bases,” Smith writes. “Shaw’s ball park was an old cotton field that had been dragged more or less smooth with a huge steel rail. The backstop was fashioned from weathered, discarded lumber and chicken wire. The bases were burlap bags filled with sand. The field was surrounded by horse-drawn wagons and buggies, and fans watched attentively from chairs and spread-out quilts they had brought with them.”

Smith’s description of Charlie Merrill gives some early insight into the man who would build one of Wall Streeet’s great financial empires:

“Shaw’s center fielder that day was a short, wiry man just a few months away from his twenty-second birthday. While his teammates looked vaguely comic in their beanie caps and baggy uniforms, the man in center field was tailored to parade-ground neatness. The only shabby thing was his glove, which was nothing more than a flimsy lace-less pad, not unlike a hot pad, that required him to use his fingers when he caught the ball. He played shallow center field — not because he had great range but because he had a weak arm, the legacy of a boyhood fight in which it was broken.”

The opening chapter provides a disarming and seductive entry into a book about the firm that brought Wall Street to Main Street, in Smith’s vernacular, turning ordinary citizens into investors. After selling about 8,500 books in less than three months, Smith has been approached by a publisher that he will probably let take over the book, and handle its future distribution and marketing.

He is also starting to get letters of appreciation from former Merrill Lynch employees around the country, including former colleagues.

“I loved every day I was there, except the last,” Smith said.

Contact Dan D’Ambrosio at 660-1841 or ddambrosio@freepressmedia.com. Follow him on Twitter at www.twitter.com/DanDambrosioVT.